**Exhibit 10.1**

 

EXECUTION COPY

 

**FIRST AMENDMENT TO AMENDED AND RESTATEDCREDIT AGREEMENT**

 

This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “***First******Amendment***”) isentered into effective as of January 12, 2004, among ENBRIDGE ENERGY PARTNERS,L.P., a Delaware limited partnership, as borrower (the “***Borrower***”), thefinancial institutions parties to the Credit Agreement (collectively, the “***Lenders***”), BANK OFAMERICA, N.A., as administrative agent (the “***Administrative Agent***”) and L/C Issuer,BANK OF MONTREAL, as Syndication Agent, and Toronto Dominion (Texas), Inc. andWachovia Bank, National Association, as Co-Documentation Agents.

 

WHEREAS, the Borrower, the Lenders, the Administrative Agent, and theother agents named therein are parties to that certain Amended and RestatedCredit Agreement dated as of January 24, 2003 (the “***Credit Agreement***”);

 

WHEREAS, the Borrower has requested that the Lenders agree to amendcertain provisions of the Credit Agreement in order to (i) extend the initialScheduled Maturity Date to April 26, 2006 and (ii) extend the anniversary datereferenced in connection with the notice provision set forth in Section2.15(a) thereof.

 

NOW, THEREFORE, for good and valuable consideration, the receipt andsufficiency of which is hereby acknowledged, the parties hereto hereby agree asfollows:

 

SECTION 1.                                Definitions.  Unless otherwise defined in this FirstAmendment, terms used in this First Amendment which are defined in the CreditAgreement shall have the meanings assigned to such terms in the CreditAgreement.  The interpretive provisionsset forth in Section 1.02 of the Credit Agreement shall apply to thisFirst Amendment.

 

SECTION 2.                                Amendmentsto the Credit Agreement.  Subject tosatisfaction of the conditions precedent set forth in ***Section 3*** of thisFirst Amendment, the Credit Agreement is hereby amended as follows:

 

(a)                                  Thedefinition of “Scheduled Maturity Date” as set forth in the definition of“Maturity Date” set forth in Section 1.01 of the Credit Agreementis hereby amended by replacing the term “January 24, 2006” set forth thereinwith the term “April 26, 2006”; and

 

(b)                                 Section2.15(a) of the Credit Agreement is hereby amended by replacing the term“the Closing Date” set forth in the second line thereof with the term “April26, 2003”.

 

SECTION 3.                                Conditionsof Effectiveness.  The amendments tothe Credit Agreement set forth in ***Section 2***of this First Amendment shall beeffective on the date first above written (such date, the “***First******Amendment Effective Date***”),provided that the Administrative Agent shall have received the following:

 

(a)                                  acounterpart of this First Amendment executed by each of the parties hereto(which may be by telecopy transmission); and

 

(b)                                 suchcertificates of resolutions or other action, incumbency certificates and/orother certificates of a Responsible Officer as the Administrative Agent mayrequire to establish the identities of

 

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and verify the authority and capacity of each Responsible Officerthereof authorized to act as a Responsible Officer in connection with thisFirst Amendment.

 

SECTION 4.                                Representationsand Warranties.  In order to inducethe Administrative Agent and the Lenders to enter into this First Amendment,the Borrower represents and warrants to the Administrative Agent and to eachLender that:

 

(a)                                  ThisFirst Amendment, the Credit Agreement as amended hereby and each Loan Documenthave been duly authorized, executed and delivered by the Borrower andconstitute their legal, valid and binding obligations enforceable in accordancewith their respective terms (subject, as to the enforcement of remedies, toapplicable bankruptcy, reorganization, insolvency, moratorium and similar lawsaffecting creditors’ rights generally and to general principles of equity).

 

(b)                                 Therepresentations and warranties set forth in Article V of the CreditAgreement are true and correct in all material respects on and as of the FirstAmendment Effective Date, after giving effect to this First Amendment, as ifmade on and as of the First Amendment Effective Date except to the extent suchrepresentations and warranties relate solely to an earlier date.

 

(c)                                  Asof the date hereof, at the time of and after giving effect to this FirstAmendment, no Default or Event of Default has occurred and is continuing.

 

(d)                                 Noapproval, consent, exemption, authorization or other action by, or notice to,or filing with, any Governmental Authority is necessary or required inconnection with the execution and delivery of this First Amendment or theperformance by the Borrower of its obligations hereunder.  This First Amendment has been dulyauthorized by all necessary partnership, corporate or limited liability action,as applicable.  The execution, deliveryand performance of this First Amendment and the documents and transactionscontemplated hereby does not and will not (a) contravene the terms of theBorrower’s Organization Documents, (b) conflict with or result in any breach orcontravention of, or result in creation of any Lien under, any documentevidencing any material Contractual Obligation to which the Borrower is a partyor any order, injunction, writ or decree of any Governmental Authority to whichthe Borrower is subject, or (c) violate any Law.

 

SECTION 5.                                Costs.  The Borrower agrees to pay on demandreasonable Attorney Costs of the Administrative Agent and all other costs andexpenses of the Administrative Agent, in connection with the preparation,execution and delivery of this First Amendment and any other documents executedin connection herewith.

 

SECTION 6.                                Effectof Amendment.  This First Amendment(i) except as expressly provided herein, shall not be deemed to be a consent tothe modification or waiver of any other term or condition of the CreditAgreement or of any of the instruments or agreements referred to therein and(ii) shall not prejudice any right or rights which the Administrative Agent orthe Lenders may now have under or in connection with the Credit Agreement, asamended by this First Amendment.  Exceptas otherwise expressly provided by this First Amendment, all of the terms,conditions and provisions of the Credit Agreement shall remain the same.  It is declared and agreed by each of theparties hereto that the Credit Agreement, as amended hereby, shall continue infull force and effect, and that this First Amendment and such Credit Agreementshall be read and construed as one instrument.

 

SECTION 7.                                Miscellaneous.  This First Amendment shall for all purposesbe construed in accordance with and governed by the laws of the State of NewYork and applicable federal law.  Thecaptions in this First Amendment are for convenience of reference only andshall not define or limit the

 

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provisions hereof.  This FirstAmendment may be executed in separate counterparts, each of which when soexecuted and delivered shall be an original, but all of which together shallconstitute one instrument.  In provingthis First Amendment, it shall not be necessary to produce or account for morethan one such counterpart.  This FirstAmendment may be delivered by facsimile transmission of the relevant signaturepages hereof.

 

SECTION 8.                                EntireAgreement.  THE CREDIT AGREEMENT (ASAMENDED BY THIS FIRST AMENDMENT) AND THE OTHER LOAN DOCUMENTS REPRESENT THEFINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OFPRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTSBETWEEN THE PARTIES.

 

***[SIGNATURES BEGIN ONNEXT PAGE]***

 

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IN WITNESSWHEREOF, the parties hereto have caused this First Amendment to be dulyexecuted and delivered by their proper and duly authorized officers as of thedate and year first above written.

 

 
|   | ENBRIDGE  ENERGY PARTNERS, L.P.,             |
|--------|----------------------------------------------|
|   | a Delaware  limited partnership, as Borrower |
|   |                                         |   |
|   | By:                                          | ENBRIDGE  ENERGY MANAGEMENT, L.L.C., |
|   |                                         | as delegate  of Enbridge Energy Company, Inc., |
|   |                                         | its General  Partner |
|   |                                         |   |   |
|   |                                         |   |   |
|   |                                         |   | By:  | /S/ MARK  MAKI |   |
|   |                                         |   | Name: |   |   |
|   |                                         |   | Title: | VP Finance |   |
|   |                                         |   |   |
|   |                                         |   |   |
|   |                                         |   | By:  | /S/ L.S.  CRUESS |   |
|   |                                         |   | Name: |   |   |
|   |                                         |   | Title: | Treasurer |   |
|        |                                              |  |  |  |  |  |  |  |

 

 

[SIGNATURE PAGE TO FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT]

 

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|   | BANK OF  AMERICA, N.A., as Administrative Agent     |
|--------|-----------------------------------------------------|
|   |                                                |   |   |
|   |                                                |   |   |
|   | By:                                                 | /s/ KEVIN L.  AHART |   |
|   | Name:                                               |   |   |
|   | Title:                                              | Assistant  Vice President |   |
|   |                                                |   |
|   |                                                |   |
|   | BANK OF  AMERICA, N.A., as a Lender and  L/C Issuer |
|   |                                                |   |   |
|   |                                                |   |   |
|   | By:                                                 | /s/ JEFF  SUSMAN |   |
|   | Name:                                               |   |   |
|   | Title:                                              | Managing  Director |   |

 

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|   | BANK OF  MONTREAL, as Syndication Agent and |
|--------|---------------------------------------------|
|   | as a Lender                                 |   |
|   |                                        |   |   |
|   |                                        |   |   |
|   | By:                                         | /s/ RANDALL  E. JOHNSON |   |
|   | Name:                                       |   |   |
|   | Title:                                      | Managing  Director |   |

 

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|   | TORONTO  DOMINION (TEXAS), INC., as     |
|--------|-----------------------------------------|
|   | Co-Documentation  Agent and as a Lender |   |
|   |                                    |   |   |
|   |                                    |   |   |
|   | By:                                     | /s/ RACHEL  SUITER |   |
|   | Name:                                   |   |   |
|   | Title:                                  | Vice  President |   |

 

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|   | WACHOVIA  BANK, NATIONAL ASSOCIATION                                                        |
|--------|---------------------------------------------------------------------------------------------|
|   | (formerly  known as First Union National Bank), as Co-  Documentation Agent and as a Lender |
|   |                                                                                        |   |   |
|   |                                                                                        |   |   |
|   | By:                                                                                         | /s/ DAVID  HUMPHREYS |   |
|   | Name:                                                                                       |   |   |
|   | Title:                                                                                      | Vice  President |   |

 

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|   | CITIBANK,  N.A., as a Lender |
|--------|------------------------------|
|   |                         |   |   |
|   |                         |   |   |
|   | By:                          | /s/ DAVID L.  HARRIS |   |
|   | Name:                        |   |   |
|   | Title:                       | Vice  President |   |

 

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|   | CIBC INC.,  as a Lender |
|--------|-------------------------|
|   |                    |   |   |
|   |                    |   |   |
|   | By:                     | /s/  GERALDINE KERR |   |
|   | Name:                   |   |   |
|   | Title:                  | Executive  Director |   |

 

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|   | ROYAL BANK  OF CANADA, as a Lender |
|--------|------------------------------------|
|   |                               |   |   |
|   |                               |   |   |
|   | By:                                | /s/ SUZANNE  KAICHER |   |
|   | Name:                              |   |   |
|   | Title:                             | Manager |   |

 

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|   | ABN AMRO  BANK N.V., CAYMAN ISLANDS   BRANCH, as a Lender |
|--------|-----------------------------------------------------------|
|   |                                                      |   |   |
|   |                                                      |   |   |
|   | By:                                                       | /s/ LAWRENCE  J. MALONEY |   |
|   | Name:                                                     |   |   |
|   | Title:                                                    | Senior Vice  President |   |

 

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|   | SUNTRUST  BANK, as a Lender |
|--------|-----------------------------|
|   |                        |   |   |
|   |                        |   |   |
|   | By:                         | /s/ JOE  MCCREERY |   |
|   | Name:                       |   |   |
|   | Title:                      | Vice  President |   |

 

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